Contracts II – Class Notes Page 2 of 76 Professor Jacobson Spring 2005 thought they had a K but didn’t for some reason(indefiniteness, illusory, SOF- although that is complicated) iii) In Hoffman-there was no K—what was happening in Hoffman-a protacted negotiation where parties were reaching an agreement on certain points over time— but did not yet have binding K obligation—but where one of the parties was racking up detrimental reliance based on suggestions made by the other party (1) Jac: Would it have been different if detrimental reliance was from Hoffman rather than Red Owl—only reliance b/c Red Owl made suggestions—what if Hoffman just did this stuff relying only on $18,000 would be fine for your contribution— (a) Impt case b/c: Even though parties didn’t enter K land or thought they entered K land, could not reasonably think they entered K land—so now RO has to pay through PE—and that’s an extraordinary result— (i) Hoffman was cheap—he should have gotten a lawyer before doing anything (2) We don’t know why Red Owl kept adding up the requirement-why the long delay—maybe they were trying to figure out just how good Hoffman would be at the business? Maybe as they saw his performance over the two years—they were getting increasingly concerned therefore wanted to put less of their capital at risk—therefore upping Hoffman’s capital contribution (i) Not necessarily bad faith—or that Red Owl’s agent was getting ahead of Red Owl—what does it mean that he was their agent— (ii) Jac would like to know why they upped the contribution before saying justice requires R.O to pay off some of Hoffman’s damages— 1. Typical-soft-focused-do gooder—extremely unsatisfying 60s opinion 2. Did Hoffman feel he had a deal—no (3) It possible that we should say that Ro promised this deal wouldn’t fall through b/c of $18,000 and then in consideration he went and got a small store—difference in purchase price that Hoffman paid and the sale price(should RO bear the risk?)— Section 90— (a) Does justice require? (i) Why wouldn’t reasonable mitigation suggest that Hoffman buy the lot and then resell it and then get any loss he incurs by reselling it. d) Trial court ruled that Hoffman could not recover for any loss of future profits for summer months following the sale on 6/6/71 but that damages would be limited to the difference between sales price received and the fair market value of the assets sold—SC agreed i) Why not?—Was he working and earning money while he wasn’t running the grocery business? And if so-has he been made whole—doesn’t engage in reasoning of any sort—doesn’t matter b/c you can do what justice requires in damages—does that include expectation— (1) In determining evidence of good will, that they would take the profitability of the grocery store into account—have to include good will—the non tangible value of owning Hoffman’s business—part of market value—does that fully compensate Hoffman for the time in which he wasn’t earning profits— 2) Questions on Page 415 a)
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- Spring '08
- The Land, Class Notes Professor, Notes Professor Jacobson, Professor Jacobson